U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2011
Commission
file number 000-32479
Trimax Corp
(Exact name of registrant as specified in its
charter)
Nevada |
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76-0616468 |
(State of Incorporation) |
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(I.R.S. Employer Identification No.) |
1007 N Federal Hwy #275 Ft Lauderdale, FL
33304
(Address of principal executive offices) (Zip
Code)
302-261-3660
Registrant’s telephone number, including
area code
Securities registered under Section 12(b) of
the Exchange Act:
None.
Securities registered under Section 12(g) of
the Exchange Act:
Common Stock, par value $0.001 per share
(Title of class)
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes ☒ No
☐
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. ☒
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
Non-accelerated filer
(Do not check if a smaller reporting company) |
☐ |
|
Smaller reporting company |
☒ |
Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of March 25, 2015, the aggregate market value of the voting
common equity held by non-affiliates of the registrant was approximately $540,000 based on the closing trade reported on the NASD
Over-the-Counter Bulletin Board National Quotation System.
As of December 31, 2011, the registrant had issued 30,564,000
shares of Common Stock, par value $0.001; and had issued nil shares of preferred stock, par value $0.001.
Trimax Corporation
Fiscal Year Ending
December 31, 2011
PART I – FINANCIAL INFORMATION |
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Item 1. Financial Statements |
1 |
Item 2. Nature of Business |
1 |
Item 3. Quantitative and Qualitative Disclosure About Market Risks |
3 |
Item 4. Controls and Procedures |
3 |
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PART II – OTHER INFORMATION |
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Item 1. Legal Proceedings |
4 |
Item 1A. Risk Factors |
4 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
4 |
Item 3. Defaults Upon Senior Securities |
4 |
Item 4. Reserved |
4 |
Item 5. Other Information |
4 |
Item 6. Exhibits |
4 |
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SIGNATURES |
5 |
PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated financial statements are set
forth in this Report beginning at page F-1 and are incorporated by reference into this Item.
ITEM 2. Nature of Business
The information in this report contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor”
for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify
these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause
actual results to differ from the projected results. All statements other than statements of historical fact made in this report
are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial
position are forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently
uncertain. Our actual results may differ significantly from management’s expectations.
The following discussion and analysis should
be read in conjunction with the financial statements and notes thereto included elsewhere in this report and with our annual report
on Form 10-K for the fiscal year ended December 31,2011. This discussion should not be construed to imply that the results discussed
herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual
operating results in the future. Such discussion represents only the best present assessment of our management.
GENERAL OVERVIEW
Business Overview:
DESCRIPTION OF BUSINESS
Nature of Operations Urbanesq.com Inc. (“Urbanesq”)
was incorporated August 25, 2000 under the laws of the Province of Ontario. Effective October 18, 2001, Urbanesq completed a merger
with Koala International Wireless Inc. (“Koala”), a public company incorporated in the State of Nevada on August 18,
1999. This merger constituted a reverse takeover of Koala by Urbanesq resulting in the operations of Urbanesq being reported by
the Company from the commencement of operations of Urbanesq.
The Company changed its name to KIWI Network
Solutions Inc. on December 23, 2003. On November 4, 2004 the Company announced a reverse stock split of the Corporation’s
common stock of one new share for each one hundred shares outstanding (1 for 100) and authorized any fractional shares to be rounded
to one share. On February 11, 2005 the Company amended and restated its Articles of Incorporation, changed the name of the Company
to Trimax Corporation (“Trimax”or the “Company”), and increased its authorized share capital to 100,000,000
shares of common stock and 20,000,000 shares of preferred stock, both with a par value of $0.001 per share.
On July 29, 2005 the Company entered into an
Exclusive Supply Agreement with a technology supplier (the “Partner”), a privately-held corporation based in Toronto,
Ontario which Partner represented that it had secured for itself from Ascom. This agreement provided the Company with the exclusive
right to sell Switzerland based Ascom broadband over power line (BPL) communication access products (“Products”) in Canada
and non-exclusive rights worldwide. In consideration for these rights the Company paid the Partner a fee of $100,000Cdn for a five
year license commencing August 1, 2005.
Subsequent to the signing and the advancement
of funds for the Exclusive Supply Agreement the Company was made aware that the Partner had no right to grant a sub-license from
Ascom. Furthermore, the Partner was in default and was never in any position to grant any sub-license on its own license. On March
22, 2006 Trimax filed an action in the Superior Court of Ontario against Electrolinks Corporation alleging damages of $1,250,000,
subsequently received a court ordered judgment in the Company’s favour of $132,000, received $25,000 and is awaiting payment
of a further $107,000 plus applicable legal fees and interest. Collection of the balance of this judgement remains doubtful.
Due to these events, Trimax began to develop relationships with
other vendors for BPL products. On August 17, 2005, pursuant to a reorganization agreement by and among PLC Network Solutions Inc.
(“PLC”), a private company incorporated in the Province of Ontario under the Ontario Business Corporations Act, and
Trimax, Trimax Corporation acquired all of the outstanding common stock of PLC for the issuance of 876,000 shares of common stock.
In July of 2008 the Company sold its interest in PLC for $1.00.
On May 17, 2006, Trimax entered into a purchase
and sale agreement with 3One Networks Inc. (“3One”). 3One is a technology and service company that had commercialized
BPL technologies to transmit digital signals through the electrical power line infrastructure. Trimax advanced $94,600USD to 3One
towards the purchase of their High Speed Internet Access (“HSIA”) service business, including a portfolio of 50 Hotels
consisting of approximately 4,600 rooms and all existing service contracts and related assets for providing BPL services to these
hotels, motels and resorts. The total purchase price was to be $220,230CDN. The company has halted further payments while in negotiations
with 3One for possible mutually beneficial changes in its relationship on a going forward basis.
On July 01, 2008 Trimax sold all of its interest in its subsidiary,
PLC Network Solutions Inc., to a third party for a nominal fee of $1.00. PLC’s assets included the deposit on the transaction
Trimax entered into with 3One Networks Inc. on 17 May 2006. On June 1, 2006, pursuant to a reorganization agreement by and among
Multi-Source Inc. (“MSI”), a private company incorporated in the Province of Ontario under the Ontario Business Corporations
Act, and Trimax, Trimax Corporation acquired all of the outstanding common stock of MSI in exchange for 120,000 shares of Trimax’s
common stock. In March of 2007, Trimax terminated its acquisition of Multi-Source on the grounds of breach of contract and cancelled
the 120,000 shares previously issued. On August 14, 2007, pursuant to an asset purchase agreement by and between Cybersonics Broadcast
Services Inc., a company incorporated in the Province Of Ontario under the Business Corporations Act, and Trimax, 80,000 shares
of Trimax common stock were issued as a deposit towards the acquisition of assets known as Multi-Media Management Distribution
Technology. In June of 2008 the Company terminated this agreement and cancelled the 80,000 shares previously issued. Overview Trimax
attempted to become a broadband over power line (“BPL”) integrator and service provider. Using existing power line
infrastructures, it tried to deliver innovative data, voice and video communications to commercial, residential and other markets.
BPL technology has evolved to where BPL’s speeds are now competitive with cable or DSL without the corresponding costs. A
hydro utilities main asset is its electrical distribution infrastructure which is in most cases used only to deliver power. New
Millennium Research recently reported that approximately 20 percent of U.S. utilities are considering investments in BPL technology.
Utilities are implementing Automatic Meter Reading (“AMR”) and other real-time performance monitoring services to create
a, smart electrical grid‟ but utility companies have been slow to adopt the BPL technology. In pursuit of companies
and technologies that would deliver a revenue base to eventually allow it to be self-sufficient, Trimax entered into ongoing negotiations
for BPL digital signage and content management technology with Cybersonics Broadcast Services Inc. in the hope that its efforts
would lead to contracts for digital signage and content management. The Company became involved in several projects with an assortment
of potential clients for BPL enhanced digital signage screens and content management. These projects did not become revenue generating
and remained at the demonstrational stage. As a result of its efforts, Trimax contributed to the purchase of 126 digital signage
screens and caused to be advanced $90,000 to Cybersonics Sound Technologies Inc. in the effort to further the Company’s business
by making use of the BPL technology. This Media venture did not come to fruition and the Company wrote off its investment in 2008.
Consequently, Trimax decided to divest itself from its wholly owned
subsidiary PLC Network Solutions Inc. and on July 01, 2008 Trimax sold all of its interest in its subsidiary, PLC Network Solutions
Inc., to a third party for a nominal fee of $1.00. PLC’s assets included all of the BPL assets of Trimax.
The Company has been searching for and evaluating other business
opportunities and continues to attempt to collect on funds owed to it by Cybersonics and Electrolinks.
On March 23, 2009 the Company entered an agreement
to purchase five mining claims located near the Municipality of Alamos, Sonora, Mexico. The Parties involved failed to complete
the purchase and the project was abandoned. As part of the intended transaction, the Company formulated a new plan of operations
and divested itself of its broadband over power line business plans, trade secrets and proprietary information, and any remaining
digital signage equipment. The Company is now engaged in business as an exploration stage resource company. Accordingly, the Company’s
financial statements have been restated to reflect its prior operations as discontinued operations.
Subsequently On October 14, 2009 Trimax issued 7,000,000 (seven
million) shares of common stock pursuant to the Option Agreement to acquire an interest in the Zeibright Property, California,
for the issuance of up to 90,000,000 shares of common stock, of which this issuance forms a part, and the expenditure of up to
$2,000,000.00 on exploration and development of the Zeibright Property to reflect its new business direction into mineral resource
exploration.
In 2010 the company continues in its direction of mineral resource
exploration on the Zeilbright Property.
It was decided in June 2010 to change the fiscal reporting year
to end December 31.
In October 2011, it became obvious that the company would be unable
to meet its obligations to develop the Zeilbright Property. The company has decided to try and divest itself of this business interest
and has begun exploring new merger activities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
N/A.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation
of our management, including our Chief Executive Officer, we evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation,
our Chief Executive Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report
were not effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act
of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules
and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls
system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud if any, within a company have been detected.
Changes in internal control
Our management, with the participation of
our Chief Executive Officer, performed an evaluation as to whether any change in our internal controls over financial
reporting occurred during the fiscal year 2010 ending December 31, 2010. Based on that evaluation, our Chief Executive
Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the fiscal
2010 ended December 31,2010 that has materially affected, or is reasonably likely to materially affect, the Company’s
internal controls over financial reporting.
PART II
OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
On March 22, 2006 Trimax filed an action in
The Superior Court of Ontario against Electrolinks Corporation alleging damages of $1,250,000. Subsequently, Trimax received a
court ordered judgment and is awaiting payment of $107,000 plus applicable legal fees and interest.
On May 22, 2006, Trimax was notified of an
action out of the district court of Clark County Nevada whereby 16 plaintiffs registered an action for $120,000 against the Company.
All of the plaintiffs were former shareholders of PLC Network Solutions Inc., a Canadian company, which is no longer owned by Trimax.
Both parties previously agreed to a settlement, although no actions have been taken in this regard for the past three years. The
initial proposed settlement had consisted of a payment of $25000 from the company to PLC with Electrolinks Corporation paying Trimax
$25,000 in exchange for a full release by Trimax. Trimax has received no further correspondence from the plaintiffs and no other
actions have taken place. The Company has not had any indications that this action will progress further.
ITEM 1A - RISK FACTORS
The risks and uncertainties described below
are those that the Company currently deems to be material and that it believes are specific to the Company and the industry in
which it competes. In addition to these risks, the Company’s business may be subject to risks currently unknown to the Company.
Any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and
the other information in this Form 10-K, including our financial statements for the year ended December 31, 2011 before investing
in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously
harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below. We caution you to review the cautionary statements set forth in this Form 10-K.
Risk factors affecting operating results The company has decided that it is unable to continue the activities related to the Zeibright
Property. It will try to come to an agreement with the shareholders of this property and find a new merger company. We must make
a satisfactory agreement with the Zeibright property owners and we must find a new merger candidate. Without these 2 events happening,
our business will fail and you will lose your entire investment.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
Common Stock Issuance:
During the year ended December 31, 2011 the
Company issued
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - RESERVED
ITEM 5 - OTHER INFORMATION
ITEM 6 - Exhibits
Exhibit 31.1 Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302
Exhibit 31.2 Certification of Principal Financial Officer pursuant to Sarbanes-Oxley Section 302
Exhibit 32.1 Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 906
Exhibit 32.2 Certification of Principal Financial Officer pursuant to Sarbanes-Oxley Section 906
101.INS XBRL Instance Document
101.SCH XBRL Schema Document
101.CAL XBRL Calculation Linkbase Document
101.DEF XBRL Definition Linkbase Document
101.LAB XBRL Label Linkbase Document
101.PRE XBRL Presentation Linkbase Document
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Trimax Corp |
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By: |
/s/ Zoran Cvetojevic |
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Zoran Cvetojevic
Chairman, Acting Chief Executive Officer and Chief Financial Officer |
Dated
March 25, 2015
TRIMAX GROUP INC.
Year Ending Dec 31 2011
Table of Contents
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Balance Sheet |
F-2 |
Statement of Earnings and Retained Earnings |
F-3 |
Statement of Cash Flows |
F-4 |
Notes to Financial Statements |
F-5 |
These financial statements and notes thereto present fairly, in
all material respects, the financial position of the company and the results of its operations and cash flows for the period presented,
in conformity with accounting principles generally accepted in the United States, consistently applied.
TRIMAX GROUP INC.
CONSOLIDATED BALANCE SHEET
As at December 31, 2011
(Unaudited)
| |
| |
ASSETS | |
CURRENT ASSETS | |
| |
Cash | |
$ | 5,629 | |
Accounts Receivable | |
| 39,981 | |
Other Receivable | |
| – | |
Inventory | |
| 32,700 | |
Prepaid Accounts | |
| 5,610 | |
TOTAL CURRENT ASSETS | |
| 83,920 | |
LONG-TERM EQUITY INVESTMENT | |
| – | |
FIXED ASSETS | |
| 54,844 | |
INTANGIBLE ASSETS - NBV | |
| – | |
Total | |
$ | 138,764 | |
| |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
CURRENT LIABILITIES | |
| | |
Accounts Payable and Accrued Liabilities | |
$ | 28,101 | |
Notes Payable | |
| 36,795 | |
Taxes payable | |
| – | |
TOTAL CURRENT LIABILITIES | |
| 64,896 | |
LONG TERM LIABILITIES | |
| – | |
TOTAL LIABILITIES | |
| 64,896 | |
| |
| | |
SHAREHOLDERS' EQUITY | |
| | |
CAPITAL STOCK | |
| | |
Common Stock, authorized shares
120,000,000 issued and outstanding - 30,564,000 @ PV $.001 |
|
|
30,564 |
|
Paid In Capital | |
| 17,029,476 | |
Deficit | |
| (16,986,172 | ) |
TOTAL SHAREHOLDERS’ EQUITY | |
| 73,868 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
$ | 138,764 | |
The accompanying notes are an integral part of these financial statements.
TRIMAX GROUP INC.
CONSOLIDATED STATEMENTS
OF EARNINGS AND RETAINED EARNINGS
FOR THE YEAR ENDED
December 31, 2011
(Unaudited)
REVENUE | |
| |
Sales | |
$ | 266,400 | |
TOTAL SALES | |
| 266,400 | |
| |
| | |
COST OF SALES | |
| | |
Cost of Sales | |
| 60,932 | |
TOTAL COST OF SALES | |
| 60,932 | |
| |
| | |
GROSS PROFIT | |
| 205,468 | |
| |
| | |
OPERATING EXPENSES | |
| | |
Administrative Expense | |
| 241,377 | |
Selling Expense | |
| 51,658 | |
TOTAL OPERATING EXPENSES | |
| 293,035 | |
| |
| | |
OTHER INCOME & EXPENSES | |
| 0 | |
| |
| | |
PROFIT (LOSS) | |
$ | (87,567 | ) |
| |
| | |
NET PROFIT (LOSS) | |
$ | (87,567 | ) |
| |
| | |
Deficit - Beginning of period | |
$ | (16,898,605 | ) |
| |
| | |
Deficit - End of period | |
$ | (16,986,172 | ) |
The accompanying notes are an integral part of these financial statements
TRIMAX GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED December 31, 2011
(Unaudited)
Cash flows from operating activities | |
| | |
Profit/Loss from operations | |
$ | (87,567 | ) |
| |
| | |
Adjustments to cash flows from operating activities: | |
| | |
Amortization of goodwill | |
| 0 | |
Depreciation of fixed assets | |
| 0 | |
Cash flows from operating activities | |
| (87,567 | ) |
| |
| | |
Cash flows from investing activities: | |
| | |
Capital expenditures | |
| 54,844 | |
Investment in inventory | |
| 1,705 | |
Increase in accounts receivable | |
| 21,284 | |
Increase in prepaid expenses | |
| 4,110 | |
Cash used in investing activities | |
| 81,943 | |
| |
| | |
Cash flows from financing activities: | |
| | |
Increase in accounts payable and accrued liabilities | |
| (81,221 | ) |
Decrease in paid-in capital | |
| (389,348 | |
Increase in loans payable | |
| 118,200 | |
Issuance of capital stock | |
| (258,805 | ) |
Cash used for financing activities | |
| 167,522 | |
| |
| | |
Net increase (decrease) in cash | |
| (1,988 | ) |
| |
| | |
Cash at beginning of period | |
| 7,617 | |
Cash at end of period | |
$ | 5,629 | |
The accompanying notes are an integral part of these financial statements
TRIMAX GROUP INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR December
31, 2011
(Unaudited)
NOTE 1. GENERAL ORGANIZATION AND BUSINESS ISSUES
The company has announced a management plan to work diligently toward
identifying viable merger candidates with high growth potential.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Accounting policies and procedures are listed below. The company
has adopted a December 31 year end. We have prepared the consolidated financial statements according to generally accepted accounting
Principles (GAAP).
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less as cash equivalents. As of December 31, 2011 the company had no cash or cash equivalent balances
in excess of the federally insured amounts. The Company’s policy is to invest excess funds in only well capitalized financial
institutions.
Earnings Per Share
The company adopted provisions of SFAS No. 128, 'Earnings per Share'
SFAS No. 128 requires the presentation of basic and diluted earnings per share "EPS"
Basic EPS is computed by dividing income available to common stockholders
by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution that could
occur if options or other contracts to issue common stock were exercised or converted. The Company has not issued any options or
warrants or similar securities since inception.
Stock Based Compensation
As permitted by Statement of Financial Accounting Standards ("SFAS")
No. 148, "Accounting for Stock Based Compensation--Transition and Disclosure", which amended SFAS 123 ("SFAS 123"),
"Accounting for Stock-Based Compensation", the Company has elected to continue to follow the intrinsic value method in
accounting for its stock-based employee compensation arrangements as defined by Accounting Principles Board Opinion ("APB")
No. 25, "Accounting for Stock Issued to Employees”, and related Interpretations including "Financial Accounting
Standards Board Interpretations No. 44, Accounting for Certain Transactions Involving Stock Compensation", and interpretation
of APB No. 25. At December 31, 2011 the Company has not formed a Stock Option Plan and has not issued any options.
Dividends
The Company has adopted a policy regarding the payment of dividends.
Dividends may be paid to shareholders once all divisions are fully operational and profitable. The Board may also pay dividends
to counter any short selling or undermining of the entity. See Note 1.
Fixed Assets
Fixed assets are carried at cost.
Depreciation is computed using the straight-line method of depreciation over the assets’ estimated useful lives.
Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of
fixed assets are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or
loss is included in income.
Income Taxes
The provision for income taxes is the total of the current taxes
payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences
exist between the period in which transactions affect current taxable income and the period in which they enter into the determination
of net income in the financial statements.
Advertising
Advertising is expensed when incurred.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those
estimates.
Goodwill
Goodwill is created when we acquire a business. It is calculated
by deducting the fair value of the net assets acquired from the consideration given and represents the value of factors that contribute
to greater earning power, such as a good reputation, customer loyalty. We assess goodwill of individual subsidiaries for impairment
in the fourth quarter of every year, and when circumstances indicate that goodwill might be impaired.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company had a net loss for the period through to December 31, 2011 of $87,567. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional
financing as may be required and ultimately to attain profitability. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
NOTE 4. RECENTLY ISSUED ACCOUNTING STANDARDS
Management does not believe that any recently but not adopted accounting
standards will have a material effect on the Company's results of operations or on the reported amounts of its assets and liabilities
upon adoption.
NOTE 5. SHAREHOLDERS’ EQUITY
Common Stock: As of December 31, 2012 the company has 30,564,000
shares of common stock issued and outstanding.
NOTE 6. PROVISION FOR INCOME TAXES
it is more likely than not that some or all of the deferred tax
assets will not be realized. The provision for income taxes is comprised of the net changes in deferred taxes less the valuation
account plus the current taxes payable. The Company provides for income taxes under Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income
taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases
of assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the
reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. The provision for income taxes is comprised of the net changes
in deferred taxes less the valuation account plus the current taxes payable.
EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
I, Zoran Cvetojevic, certify
that:
1. I have reviewed this
Annual Report on Form 10-K of Trimax Corp.;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s
other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this
report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date:
March 25, 2015
/s/ Zoran Cvetojevi
Zoran Cvetojevic
Chairman, Acting Chief Executive Officer and Chief Financial Officer
EXHIBIT 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, Zoran Cvetojevic, certify
that:
1. I have reviewed this
Annual Report on Form 10-K of Trimax Corp.;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s
other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this
report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date:
March 25, 2015
/s/ Zoran Cvetojevi
Zoran Cvetojevic
Chairman, Acting Chief Executive Officer and Chief Financial Officer
Exhibit 32.1
CERTIFICATION OF CHIEF
EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C
SS. 1350 ADOPTED PURSUANT TO
SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection
with the Annual Report on Form, 10-K (the "Report") of Trimax Corp. (the "Company"), for the year ended December 31, 2011
as filed with the Securities and Exchange Commission on the date hereof, I, Zoran Cvetojevi, Chairman, Acting Chief
Executive Officer and Acting Chief Financial Officer, of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company
/s/ Zoran Cvetojevi
Zoran Cvetojevic
Chairman, Acting Chief Executive Officer and Chief Financial Officer
March 25, 2015
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